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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): February 22, 2026
SHARONAI
HOLDINGS INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-43129 |
|
41-2349750 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
745
Fifth Avenue, Suite 500,
New
York, NY 10151
(Address
of principal executive offices, including zip code)
(347)
212-5075
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Ordinary Common Stock, $0.0001 par value |
|
SHAZ |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
The
information contained below in Item 5.02 related to the Director Appointment Letter (as defined below) is hereby incorporated by reference
into this Item 1.01.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
February 22, 2026, the Board of Directors (“the Board”) of SharonAI Holdings Inc. (the “Company”), appointed
Mr. Benjamin (Ben) Adams to serve as a member of the Board, effective upon his countersigning the Director Appointment Letter (defined
below), to fill a vacancy on the Board of Directors.
Mr.
Adams was elected as a Class I director and will serve on the Board until the Company’s 2026 annual meeting of stockholders at
which time he will stand for election alongside the Company’s other Class I directors. The Board expects to appoint Mr. Adams to
serve as a member of the Nominating and Corporate Governance Committee, the Compensation Committee and the Audit Committee.
Mr.
Adams is a public company general counsel, board and CEO adviser and global regulatory leader. He currently serves as the Executive Vice
President, Chief Legal Officer and Corporate Secretary of The Western Union Company (NYSE: WU) where he advises its board of directors
and board committees on corporate governance, fiduciary duties, SEC disclosure, executive compensation and enterprise risk while also
leading Western Union’s global legal, regulatory, public policy, ethics and compliance, Intellectual Property and privacy functions.
Mr. Adams previously served as the Vice President, Legal at PayPal Inc. (NASDAQ: PYPL), as Assistant General Counsel, Head of Legal Global
Consumer Group at Microsoft Corporation (NASDAQ: MSFT), and as Head of Legal, Americas Region at Nokia Corporation (NYSE: NOK). Prior
to going in-house, Mr. Adams was an attorney the law firm of Gibson, Dunn & Crutcher LLP.
There
is no arrangement or understanding with any person pursuant to which Mr. Adams was appointed as a member of the Board. There are no transactions
or relationships between the Company and Mr. Adams that are reportable under Item 404(a) of Regulation S-K. In connection with Mr. Adams’
appointment to the Board, Mr. Adams entered into a Director Appointment Letter dated February 22, 2026, with the Company (the “Director
Appointment Letter”). Pursuant to the Director Appointment Letter, Mr. Adams will receive: (a) a grant of 10,973 restricted stock
units under the Company’s 2025 Omnibus Equity Incentive Plan, which vest on the first anniversary of the date of grant; and (b)
annual cash compensation of $25,000.
The
description of the Director Appointment Letter is only a summary and is qualified in its entirety by reference to the full text of such
document, which is filed as an exhibit to this Current Report on Form 8-K and which is incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Director Appointment Letter by and between Benjamin Adams and SharonAI Holdings Inc. dated February 22, 2026 |
| 104 |
|
Cover
Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
SHARONAI
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
James Manning |
| |
Name: |
James
Manning |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Date:
February 24, 2026 |
|
|
